So as previously described, an Operating Board of Directors needs a plan of operation. Just coming together to discuss operations and hold management accountable does not work. The plan will deliberately address what part of operations should be discussed and what is a waste of time; what are reasonable benchmarks for management accountability? These are reasonable questions that do not get addressed by random luck. There must be a plan and a process to get the most out of the time invested in an Operating Board of Directors.

The third significant issue that became apparent in the example I use in my previous posts, was that the directors (Mom and her two sons) acted as though they were guests at a performance. They sat back, drank coffee and waited to be informed. They assume the perspective of a judge versus participants.  As a reflection of their passive perspective, one of the sons took issue with his mother at the outset of the meeting alleging that he was not informed of the Board meeting until the morning of the meeting. Although Mom argued that her son “missed the memo”, my awareness of the issue reaffirmed that neither he nor his Mom and brother had been involved in any preparation for the meeting. I contended with no objections that their lack of enthusiasm was reasonable because in light of their prior perfunctory signing of waivers and minutes, none of them had ever attended a real Board meeting and consequently had no idea of what was expected of them as members.

This set up my opportunity to reaffirm another business succession planning theorem: an Operating Board of Directors does not have members; Operating Boards have participants, each of whom substantially contribute to the goal of providing oversight, guidance and accountability to the operators of the business. If you want to be just a member, join the YMCA. We subsequently agreed that each participant would have responsibility for oversight over a specific department or division of the business. Each participant would be recognized on the agenda to lead the discussion of the review of that phase of the business and be responsible for heading up the initiative to get answers to predictable questions that are generated as a result of each review. The net result was that everyone expressed more enthusiasm for the next meeting because their role had been clarified and they realized that they would have an opportunity to have an impact and earn respect. Comforting to me was that all three family members were writing down the date of our next meeting and scheduling time with both the CFO and the CEO to discuss developments in their assigned area. Stand by! I’ll have another report card on this Operating Board of Directors after our May meeting.

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